{"id":41506,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-crescent-capital-trust-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-crescent-capital-trust-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-crescent-capital-trust-inc.html","title":{"rendered":"Bylaws &#8211; Crescent Capital Trust Inc."},"content":{"rendered":"<pre>\n\n                          CRESCENT CAPITAL TRUST, INC.\n\n                                     BYLAWS\n\n\n                                   ARTICLE I\n\n                                    OFFICES\n\n                 SECTION 1.       PRINCIPAL OFFICE.  The principal office of\nthe Corporation shall be located at such place or places as the Board of\nDirectors may designate.\n\n                 SECTION 2.       ADDITIONAL OFFICES.  The Corporation may have\nadditional offices at such places as the Board of Directors may from time to\ntime determine or the business of the Corporation may require.\n\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n                 SECTION 1.       PLACE.  All meetings of stockholders shall be\nheld at the principal office of the Corporation or at such other place within\nthe United States as shall be stated in the notice of the meeting.\n\n                 SECTION 2.       ANNUAL MEETING.  An annual meeting of the\nstockholders for the election of directors and the transaction of any business\nwithin the powers of the Corporation shall be held on a date and at the time\nset by the Board of Directors during the month of April in each year.\n\n                 SECTION 3.       SPECIAL MEETINGS.  The president, chief\nexecutive officer or a majority of the Board of Directors may call special\nmeetings of the stockholders.  Special meetings of stockholders shall also be\ncalled by the secretary of the Corporation upon the written request of the\nholders of shares entitled to cast not less than twenty-five percent of all the\nvotes entitled to be cast at such meeting.  Such request shall state the\npurpose of such meeting and the matters proposed to be acted on at such\nmeeting.  The secretary shall inform such stockholders of the reasonably\nestimated cost of preparing and mailing notice of the meeting and, upon payment\nto the Corporation by such stockholders of such costs, the secretary shall give\nnotice to each stockholder entitled to notice of the meeting.  Unless requested\nby the stockholders entitled to cast a majority of all the votes entitled to be\ncast at such meeting, a special meeting need not be called to consider any\nmatter which is substantially the same as a matter voted on at any meeting of\nthe stockholders held during the preceding twelve months.\n\n\n\n\n\n\n                 SECTION 4.       NOTICE.  Not less than ten nor more than 90\ndays before each meeting of stockholders, the secretary shall give to each\nstockholder entitled to vote at such meeting and to each stockholder not\nentitled to vote who is entitled to notice of the meeting written or printed\nnotice stating the time and place of the meeting and, in the case of a special\nmeeting or as otherwise may be required by any statute, the purpose for which\nthe meeting is called, either by mail or by presenting it to such stockholder\npersonally or by leaving it at his residence or usual place of business.  If\nmailed, such notice shall be deemed to be given when deposited in the United\nStates mail addressed to the stockholder at his post office address as it\nappears on the records of the Corporation, with postage thereon prepaid.\n\n                 SECTION 5.       SCOPE OF NOTICE.  Any business of the\nCorporation may be transacted at an annual meeting of stockholders without\nbeing specifically designated in the notice, except such business as is\nrequired by any statute to be stated in such notice. No business shall be\ntransacted at a special meeting of stockholders except as specifically\ndesignated in the notice.\n\n                 SECTION 6.       QUORUM.  At any meeting of stockholders, the\npresence in person or by proxy of stockholders entitled to cast a majority of\nall the votes entitled to be cast at such meeting shall constitute a quorum;\nbut this section shall not affect any requirement under any statute or the\nCharter of the Corporation for the vote necessary for the adoption of any\nmeasure.  If, however, such quorum shall not be present at any meeting of the\nstockholders, the stockholders entitled to vote at such meeting, present in\nperson or by proxy, shall have the power to adjourn the meeting from time to\ntime to a date not more than 120 days after the original record date without\nnotice other than announcement at the meeting.  At such adjourned meeting at\nwhich a quorum shall be present, any business may be transacted which might\nhave been transacted at the meeting as originally notified.\n\n                 SECTION 7.       VOTING.  A plurality of all the votes cast at\na meeting of stockholders duly called and at which a quorum is present shall be\nsufficient to elect a director.  Each share may be voted for as many\nindividuals as there are directors to be elected and for whose election the\nshare is entitled to be voted.  A majority of the votes cast at a meeting of\nstockholders duly called and at which a quorum is present shall be sufficient\nto approve any other matter which may properly come before the meeting, unless\nmore than a majority of the votes cast is required by statute or by the Charter\nof the Corporation. Unless otherwise provided in the Charter, each outstanding\nshare, regardless of class, shall be entitled to one vote on each matter\nsubmitted to a vote at a meeting of stockholders.\n\n                 SECTION 8.       PROXIES.  A stockholder may vote the stock\nowned of record by him, either in person or by proxy executed in writing by the\nstockholder or by his duly authorized attorney in fact.  Such proxy shall be\nfiled with the secretary of the Corporation before or at the time of the\nmeeting.  No proxy shall be valid after eleven months from the date of its\nexecution, unless otherwise provided in the proxy.\n\n\n\n\n\n                                     -2-\n\n                 SECTION 9.       VOTING OF STOCK BY CERTAIN HOLDERS.\n\n                                  Stock registered in the name of a\ncorporation, partnership, trust or other entity, if entitled to be voted, may\nbe voted by the president or a vice president, a general partner or trustee\nthereof, as the case may be, or a proxy appointed by any of the foregoing\nindividuals, unless some other person who has been appointed to vote such stock\npursuant to a bylaw or a resolution of the board of directors of such\ncorporation or other entity or agreement of the partners of a partnership\npresents a certified copy of such bylaw, resolution or agreement, in which case\nsuch person may vote such stock.  Any director or other fiduciary may vote\nstock registered in his name as such fiduciary, either in person or by proxy.\n\n                                  Shares of stock of the Corporation directly\nor indirectly owned by it shall not be voted at any meeting and shall not be\ncounted in determining the total number of outstanding shares entitled to be\nvoted at any given time, unless they are held by it in a fiduciary capacity, in\nwhich case they may be voted and shall be counted in determining the total\nnumber of outstanding shares at any given time.\n\n                                  The Board of Directors may adopt by\nresolution a procedure by which a stockholder may certify in writing to the\nCorporation that any shares of stock registered in the name of the stockholder\nare held for the account of a specified person other than the stockholder.  The\nresolution shall set forth the class of stockholders who may make the\ncertification, the purpose for which the certification may be made, the form of\ncertification and the information to be contained in it; if the certification\nis with respect to a record date or closing of the stock transfer books, the\ntime after the record date or closing of the stock transfer books within which\nthe certification must be received by the Corporation; and any other provisions\nwith respect to the procedure which the Board of Directors considers necessary\nor desirable.  On receipt of such certification, the person specified in the\ncertification shall be regarded as, for the purposes set forth in the\ncertification, the stockholder of record of the specified stock in place of the\nstockholder who makes the certification.\n\n                 SECTION 10.      INSPECTORS.  At any meeting of stockholders,\nthe chairman of the meeting may, or upon the request of any stockholder shall,\nappoint one or more persons as inspectors for such meeting. Such inspectors\nshall ascertain and report the number of shares represented at the meeting\nbased upon their determination of the validity and effect of proxies, count all\nvotes, report the results and perform such other acts as are proper to conduct\nthe election and voting with impartiality and fairness to all the stockholders.\n\n                                  Each report of an inspector shall be in\nwriting and signed by him or by a majority of them if there is more than one\ninspector acting at such meeting.  If there is more than one inspector, the\nreport of a majority shall be the report of the inspectors.  The report of the\ninspector or inspectors on the number of shares represented at the meeting and\nthe results of the voting shall be prima facie evidence thereof.\n\n\n\n\n\n                                     -3-\n\n                 SECTION 11.      VOTING BY BALLOT.  Voting on any question or\nin any election may be viva voce unless the presiding officer shall order or\nany stockholder shall demand that voting be by ballot.\n\n\n                                 ARTICLE III\n\n                                  DIRECTORS\n\n                 SECTION 1.       GENERAL POWERS; QUALIFICATIONS.  The business\nand affairs of the Corporation shall be managed under the direction of its\nBoard of Directors.\n\n                 SECTION 2.       NUMBER, TENURE AND QUALIFICATIONS.  At any\nregular meeting or at any special meeting called for that purpose, a majority\nof the entire Board of Directors may establish, increase or decrease the number\nof directors, provided that the number thereof shall never be less than three\nnor more than 15, and further provided that the tenure of office of a director\nshall not be affected by any decrease in the number of directors.  Each\ndirector shall hold office for the term for which he is elected and until his\nsuccessor is elected and qualified.\n\n                 SECTION 3.       NOTIFICATION OF NOMINATIONS.  Nominations for\nthe election of directors may be made by the Board of Directors or by any\nshareholder entitled to vote for the election of directors, but in the case of\na nomination by a shareholder, only if such shareholder gives timely notice\nthereof in proper written form to the Secretary of the Corporation.  To be\ntimely, a shareholder's notice shall be delivered to or mailed and received at\nthe principal offices of the Corporation not less than 30 days nor more than 60\ndays prior to the meeting; provided, however, that in the event that less than\n40 days' notice or prior public disclosure of the date of the meeting is given\nor made to shareholders, notice by the shareholder to be timely must be so\nreceived not later than the close of business on the tenth day following the\nday on which such notice of the date of the meeting was mailed or such public\ndisclosure was made.  To be in proper written form, such shareholder's notice\nshall set forth in writing (a) as to each person whom the shareholder proposes\nto nominate for election or reelection as a director, all information relating\nto such person that is required to be disclosed in solicitations of proxies for\nelection of directors, or is otherwise required under the Securities Exchange\nAct of 1934, as amended, including, without limitation, such person's written\nconsent to being named in the proxy statement as a nominee and to serving as a\ndirector if elected; and (b) as to the shareholder giving the notice (i) the\nname and address, as they appear on the Corporation's books, of such\nshareholder and (ii) the class and number of shares of stock of the Corporation\nwhich are beneficially owned by such shareholder.  At the request of the Board\nof Directors, any person nominated by the Board of Directors for election as a\ndirector shall furnish to the Secretary of the Corporation the information\nrequired to be set forth in the shareholder's notice of nomination which\npertains to the nominee.  In the event that a shareholder seeks to nominate one\nor more directors, the Secretary shall appoint two inspectors, who shall not be\naffiliated with the Corporation, to determine whether a shareholder has\ncomplied with this Section 3.  If the\n\n\n\n\n\n                                     -4-\n\ninspectors shall determine that a shareholder has not complied with this\nSection 3, the inspectors shall direct the chairman of the meeting to declare\nto the meeting that a nomination was not made in accordance with the procedures\nprescribed by the By-laws of the Corporation, and the chairman shall so declare\nto the meeting and the defective nomination shall be disregarded.\n\n                 SECTION 4.       ANNUAL AND REGULAR MEETINGS.  An annual\nmeeting of the Board of Directors shall be held immediately after and at the\nsame place as the annual meeting of stockholders, no notice other than this\nBylaw being necessary.  The Board of Directors may provide, by resolution, the\ntime and place, either within or without the state of Maryland, for the holding\nof regular meetings of the Board of Directors without other notice than such\nresolution.\n\n                 SECTION 5.       SPECIAL MEETINGS.  Special meetings of the\nBoard of Directors may be called by or at the request of the chairman of the\nboard (or any co-chairman of the board if more than one), president or by a\nmajority of the directors then in office.  The person or persons authorized to\ncall special meetings of the Board of Directors may fix any place, either\nwithin or without the State of Maryland, as the place for holding any special\nmeeting of the Board of Directors called by them.\n\n                 SECTION 6.       NOTICE.  Notice of any special meeting of the\nBoard of Directors shall be given by written notice delivered personally,\ntelegraphed or mailed to each Director at his business or residence address or\nby telephone.  Personally delivered or telegraphed notices shall be given at\nleast two days prior to the meeting.  Notice by mail shall be given at least\nfive days prior to the meeting.  Telephone notice shall be given at least 24\nhours prior to the meeting.  If mailed, such notice shall be deemed to be given\nwhen deposited in the United States mail properly addressed, with postage\nthereon prepaid.  If given by telegram, such notice shall be deemed to be given\nwhen the telegram is delivered to the telegraph company.  Telephone notice\nshall be deemed given when the Director is personally given such notice in a\ntelephone call to which he is a party.  Neither the business to be transacted\nat, nor the purpose of, any annual, regular or special meeting of the Board of\nDirectors need be stated in the notice, unless specifically required by statute\nor these Bylaws.\n\n                 SECTION 7.       QUORUM.  A majority of the directors shall\nconstitute a quorum for transaction of business at any meeting of the Board of\nDirectors, provided that, if less than a majority of such directors are present\nat said meeting, a majority of the directors present may adjourn the meeting\nfrom time to time without further notice, and provided further that if,\npursuant to the Charter of the Corporation or these Bylaws, the vote of a\nmajority of a particular group of directors is required for action, a quorum\nmust also include a majority of such group.\n\n                 The Board of Directors present at a meeting which has been\nduly called and convened may continue to transact business until adjournment,\nnotwithstanding the withdrawal of enough directors to leave less than a quorum.\n\n\n\n\n\n                                     -5-\n\n                 SECTION 8.       VOTING.  The action of the majority of the\ndirectors present at a meeting at which a quorum is present shall be the action\nof the Board of Directors, unless the concurrence of a greater proportion is\nrequired for such action by applicable statute.\n\n                 SECTION 9.       TELEPHONE MEETINGS.  Directors may\nparticipate in a meeting by means of a conference telephone or similar\ncommunications equipment if all persons participating in the meeting can hear\neach other at the same time.  Participation in a meeting by these means shall\nconstitute presence in person at the meeting.\n\n                 SECTION 10.      INFORMAL ACTION BY DIRECTORS.  Any action\nrequired or permitted to be taken at any meeting of the Board of Directors may\nbe taken without a meeting, if a consent in writing to such action is signed by\neach director and such written consent is filed with the minutes of proceedings\nof the Board of Directors.\n\n                 SECTION 11.      VACANCIES.  If for any reason any or all the\ndirectors cease to be directors, such event shall not terminate the Corporation\nor affect these Bylaws or the powers of the remaining directors hereunder (even\nif fewer than three directors remain).  Any vacancy on the Board of Directors\nfor any cause other than an increase in the number of directors shall be filled\nby a majority of the remaining directors, although such majority is less than a\nquorum. Any vacancy in the number of directors created by an increase in the\nnumber of directors may be filled by a majority vote of the entire Board of\nDirectors.  Any individual so elected as director shall hold office for the\nunexpired term of the director he is replacing, or, if elected as a result of\nan increase in the number of directors, for the term for which he is elected\nand until his successor is elected and qualifies.\n\n                 SECTION 12.      COMPENSATION.  Directors shall not receive\nany stated salary for their services as directors but, by resolution of the\nBoard of Directors, may receive fixed sums per year and\/or per meeting.\nExpenses and\/or per visit of real property owned or to be acquired by the\nCorporation and for any service or activity they performed or engaged in as\nDirectors.  Directors may be reimbursed for expenses of attendance, if any, at\neach annual, regular or special meeting of the Board of Directors or of any\ncommittee thereof and for their expenses, if any, in connection with each\nproperty visit and any other service or activity performed or engaged in as\nDirectors; but nothing herein contained shall be construed to preclude any\ndirectors from serving the Corporation in any other capacity and receiving\ncompensation therefor.\n\n                 SECTION 13.      REMOVAL OF DIRECTORS.  Unless the Charter of\nthe Corporation provides otherwise, the stockholders may, at any time, remove\nany director, with or without cause, by the affirmative vote of a majority of\nall the votes entitled to be cast on the matter and may elect a successor to\nfill any resulting vacancy for the balance of the term of the removed director.\n\n\n\n\n\n                                     -6-\n\n                 SECTION 14.      INTERESTED DIRECTOR TRANSACTIONS. Unless the\nCharter of the Corporation provides otherwise and except as otherwise required\nby law, any transactions between the Company and any of its directors,\nofficers, or affiliates, or between the Company an any other corporation, firm,\nor other entity in which any of its directors is a director or has a material\nfinancial interest shall be approved by a majority of the disinterested\ndirectors, even if the disinterested directors constitute less than a quorum.\nCommon or interested directors may be counted in determining the presence of a\nquorum at a meeting of the Board of Directors or a committee of the Board of\nDirectors, as the case may be, at which the contract or transaction is\nauthorized, approved, or ratified.  For purposes of this Section 14, the term\n'disinterested director' shall mean any member of the Board of Directors who is\nnot affiliated with any seller of properties to the Company.  For this purpose,\nan 'affiliate' of the Company shall mean a person who is an officer, director,\nor employee of a seller or who beneficially owns five percent or more of any\nclass of equity securities of the seller or of any entity that controls, is\ncontrolled by, or is under common control with, a seller, or a member of whose\nimmediate family has one of the foregoing relationships with a seller.\n\n                 SECTION 15.      LOSS OF DEPOSITS.  No director shall be\nliable for any loss which may occur by reason of the failure of the bank, trust\ncompany, savings and loan association, or other institution with whom moneys or\nstock have been deposited.\n\n                 SECTION 16.      SURETY BONDS.  Unless required by law, no\ndirector shall be obligated to give any bond or surety or other security for\nthe performance of any of his duties.\n\n                 SECTION 17.      RELIANCE.  Each director, officer, employee\nand agent of the Corporation shall, in the performance of his duties with\nrespect to the Corporation, be fully justified and protected with regard to any\nact or failure to act in reliance in good faith upon the books of account or\nother records of the Corporation, upon an opinion of counsel or upon reports\nmade to the Corporation by any of its officers or employees or by the adviser,\naccountants, appraisers or other experts or consultants selected by the Board\nof Directors or officers of the Corporation, regardless of whether such counsel\nor expert may also be a director.\n\n                 SECTION 18.      CERTAIN RIGHTS OF DIRECTORS, OFFICERS,\nEMPLOYEES AND AGENTS.  The directors shall have no responsibility to devote\ntheir full time to the affairs of the Corporation.  Any director or officer,\nemployee or agent of the Corporation, in his personal capacity or in a capacity\nas an affiliate, employee, or agent of any other person, or otherwise, may have\nbusiness interests and engage in business activities similar to or in addition\nto those of or relating to the Corporation.\n\n\n\n\n\n                                     -7-\n\n                                  ARTICLE IV\n\n                                  COMMITTEES\n\n                 SECTION 1.       NUMBER, TENURE AND QUALIFICATIONS.  The Board\nof Directors may appoint from among its members an Executive Committee, an\nAudit Committee and other committees, composed of two or more directors, to\nserve at the pleasure of the Board of Directors.\n\n                 SECTION 2.       POWERS.  The Board of Directors may delegate\nto committees appointed under section 1 of this Article any of the powers of\nthe Board of Directors, except as prohibited by law.\n\n                 SECTION 3.       MEETINGS.  In the absence of any member of\nany such committee, the members thereof present at any meeting, whether or not\nthey constitute a quorum, may appoint another director to act in the place of\nsuch absent member.\n\n                 SECTION 4.       TELEPHONE MEETINGS.  Members of a committee\nof the Board of Directors may participate in a meeting by means of a conference\ntelephone or similar communications equipment if all persons participating in\nthe meeting can hear each other at the same time.  Participation in a meeting\nby these means shall constitute presence in person at the meeting.\n\n                 SECTION 5.       INFORMAL ACTION BY COMMITTEES.  Any action\nrequired or permitted to be taken at any meeting of a committee of the Board of\nDirectors may be taken without a meeting, if a consent in writing to such\naction is signed by each member of the committee and such written consent is\nfiled with the minutes of proceedings of such committee.\n\n\n                                  ARTICLE V\n\n                                   OFFICERS\n\n                 SECTION 1.       GENERAL PROVISIONS.  The officers of the\nCorporation shall include a chief executive officer, a president, a secretary\nand a treasurer and may include a chairman of the board (or one or more\nco-chairmen of the board), a vice chairman of the board, one or more vice\npresidents, a chief operating officer, a chief financial officer, a treasurer,\none or more assistant secretaries and one or more assistant treasurers.  In\naddition, the Board of Directors may from time to time appoint such other\nofficers with such powers and duties as they shall deem necessary or desirable.\nThe officers of the Corporation shall be elected annually by the Board of\nDirectors at the first meeting of the Board of Directors held after each annual\nmeeting of stockholders, except that the chief executive officer may appoint\none or more vice presidents, assistant secretaries and assistant treasurers.\nIf the election of officers shall not be held at such meeting, such election\nshall be held as soon thereafter as may be convenient.  Each\n\n\n\n\n\n                                     -8-\n\nofficer shall hold office until his successor is elected and qualifies or until\nhis death, resignation or removal in the manner hereinafter provided.  Any two\nor more offices except president and vice president may be held by the same\nperson.  In its discretion, the Board of Directors may leave unfilled any\noffice except that of president, treasurer and secretary.  Election of an\nofficer or agent shall not of itself create contract rights between the\nCorporation and such officer or agent.\n\n                 SECTION 2.       REMOVAL AND RESIGNATION.  Any officer or\nagent of the Corporation may be removed by the Board of Directors if in its\njudgment the best interests of the Corporation would be served thereby, but\nsuch removal shall be without prejudice to the contract rights, if any, of the\nperson so removed.  Any officer of the Corporation may resign at any time by\ngiving written notice of his resignation to the Board of Directors, the\nchairman of the board (or any co-chairman of the board if more than one), the\npresident or the secretary.  Any resignation shall take effect at any time\nsubsequent to the time specified therein or, if the time when it shall become\neffective is not specified therein, immediately upon its receipt.  The\nacceptance of a resignation shall not be necessary to make it effective unless\notherwise stated in the resignation.  Such resignation shall be without\nprejudice to the contract rights, if any, of the Corporation.\n\n                 SECTION 3.       VACANCIES.  A vacancy in any office may be\nfilled by the Board of Directors for the balance of the term.\n\n                 SECTION 4.       CHIEF EXECUTIVE OFFICER.  The Board of\nDirectors may designate a chief executive officer.  In the absence of such\ndesignation, the chairman of the board (or, if more than one, the co-chairmen\nof the board in the order designated at the time of their election or, in the\nabsence of any designation, then in the order of their election) shall be the\nchief executive officer of the Corporation.  The chief executive officer shall\nhave general responsibility for implementation of the policies of the\nCorporation, as determined by the Board of Directors, and for the management of\nthe business and affairs of the Corporation.\n\n                 SECTION 5.       CHIEF OPERATING OFFICER.  The Board of\nDirectors may designate a chief operating officer.  The chief operating officer\nshall have the responsibilities and duties as set forth by the Board of\nDirectors or the chief executive officer.\n\n                 SECTION 6.       CHIEF FINANCIAL OFFICER.  The Board of\nDirectors may designate a chief financial officer.  The chief financial officer\nshall have the responsibilities and duties as set forth by the Board of\nDirectors or the chief executive officer.\n\n                 SECTION 7.       CHAIRMAN OF THE BOARD.  The Board of\nDirectors shall designate a chairman of the board (or one or more co-chairmen\nof the board).  The chairman of the board shall preside over the meetings of\nthe Board of Directors and of the stockholders at which he shall be present.\nIf there be more than one, the co-chairmen designated by the Board of Directors\nwill perform such duties.  The chairman of the board shall perform such other\nduties as may be assigned to him or them by the Board of Directors.\n\n\n\n\n\n                                     -9-\n\n                 SECTION 8.       PRESIDENT.  The president or chief executive\nofficer, as the case may be, shall in general supervise and control all of the\nbusiness and affairs of the Corporation.  In the absence of a designation of a\nchief operating officer by the Board of Directors, the president shall be the\nchief operating officer.  He may execute any deed, mortgage, bond, contract or\nother instrument, except in cases where the execution thereof shall be\nexpressly delegated by the Board of Directors or by these Bylaws to some other\nofficer or agent of the Corporation or shall be required by law to be otherwise\nexecuted; and in general shall perform all duties incident to the office of\npresident and such other duties as may be prescribed by the Board of Directors\nfrom time to time.\n\n                 SECTION 9.       VICE PRESIDENTS.  In the absence of the\npresident or in the event of a vacancy in such office, the vice president (or\nin the event there be more than one vice president, the vice presidents in the\norder designated at the time of their election or, in the absence of any\ndesignation, then in the order of their election) shall perform the duties of\nthe president and when so acting shall have all the powers of and be subject to\nall the restrictions upon the president; and shall perform such other duties as\nfrom time to time may be assigned to him by the president or by the Board of\nDirectors.  The Board of Directors may designate one or more vice presidents as\nexecutive vice president or as vice president for particular areas of\nresponsibility.\n\n                 SECTION 10.      SECRETARY.  The secretary shall (a) keep the\nminutes of the proceedings of the stockholders, the Board of Directors and\ncommittees of the Board of Directors in one or more books provided for that\npurpose; (b) see that all notices are duly given in accordance with the\nprovisions of these Bylaws or as required by law; (c) be custodian of the trust\nrecords and of the seal of the Corporation; (d) keep a register of the post\noffice address of each stockholder which shall be furnished to the secretary by\nsuch stockholder; (e) have general charge of the share transfer books of the\nCorporation; and (f) in general perform such other duties as from time to time\nmay be assigned to him by the chief executive officer, the president or by the\nBoard of Directors.\n\n                 SECTION 11.      TREASURER.  The treasurer shall have the\ncustody of the funds and securities of the Corporation and shall keep full and\naccurate accounts of receipts and disbursements in books belonging to the\nCorporation and shall deposit all moneys and other valuable effects in the name\nand to the credit of the Corporation in such depositories as may be designated\nby the Board of Directors.  In the absence of a designation of a chief\nfinancial officer by the Board of Directors, the treasurer shall be the chief\nfinancial officer of the Corporation.\n\n                 The treasurer shall disburse the funds of the Corporation as\nmay be ordered by the Board of Directors, taking proper vouchers for such\ndisbursements, and shall render to the president and Board of Directors, at the\nregular meetings of the Board of Directors or whenever it may so require, an\naccount of all his transactions as treasurer and of the financial condition of\nthe Corporation.\n\n\n\n\n\n                                     -10-\n\n                 If required by the Board of Directors, the treasurer shall\ngive the Corporation a bond in such sum and with such surety or sureties as\nshall be satisfactory to the Board of Directors for the faithful performance of\nthe duties of his office and for the restoration to the Corporation, in case of\nhis death, resignation, retirement or removal from office, of all books,\npapers, vouchers, moneys and other property of whatever kind in his possession\nor under his control belonging to the Corporation.\n\n                 SECTION 12.      ASSISTANT SECRETARIES AND ASSISTANT\nTREASURERS.  The assistant secretaries and assistant treasurers, in general,\nshall perform such duties as shall be assigned to them by the secretary or\ntreasurer, respectively, or by the president or the Board of Directors.  The\nassistant treasurers shall, if required by the Board of Directors, give bonds\nfor the faithful performance of their duties in such sums and with such surety\nor sureties as shall be satisfactory to the Board of Directors.\n\n                 SECTION 13.      SALARIES.  The salaries of the officers shall\nbe fixed from time to time by the Board of Directors and no officer shall be\nprevented from receiving such salary by reason of the fact that he is also a\ndirector.\n\n\n                                  ARTICLE VI\n\n                    CONTRACTS, LOANS, CHECKS AND DEPOSITS\n\n                 SECTION 1.       CONTRACTS.  The Board of Directors may\nauthorize any officer or agent to enter into any contract or to execute and\ndeliver any instrument in the name of and on behalf of the Corporation and such\nauthority may be general or confined to specific instances.  Any agreement,\ndeed, mortgage, lease or other document executed by one or more of the\ndirectors or by an authorized person shall be valid and binding upon the Board\nof Directors and upon the Corporation when authorized or ratified by action of\nthe Board of Directors.\n\n                 SECTION 2.       CHECKS AND DRAFTS.  All checks, drafts or\nother orders for the payment of money, notes or other evidences of indebtedness\nissued in the name of the Corporation shall be signed by such officer or\nofficers, agent or agents of the Corporation in such manner as shall from time\nto time be determined by the Board of Directors.\n\n                 SECTION 3.       DEPOSITS.  All funds of the Corporation not\notherwise employed shall be deposited from time to time to the credit of the\nCorporation in such banks, trust companies or other depositories as the Board\nof Directors may designate.\n\n\n\n\n\n                                     -11-\n\n                                  ARTICLE VII\n\n                                     STOCK\n\n                 SECTION 1.       CERTIFICATES.  Each stockholder shall be\nentitled to a certificate or certificates which shall represent and certify the\nnumber of shares of each class of stock held by him in the Corporation.  Each\ncertificate shall be signed by the chief executive officer, the president or a\nvice president and countersigned by the secretary or an assistant secretary or\nthe treasurer or an assistant treasurer and may be sealed with the seal, if\nany, of the Corporation. The signatures may be either manual or facsimile.\nCertificates shall be consecutively numbered; and if the Corporation shall,\nfrom time to time, issue several classes of stock, each class may have its own\nnumber series.  A certificate is valid and may be issued whether or not an\nofficer who signed it is still an officer when it is issued. Each certificate\nrepresenting shares which are restricted as to their transferability or voting\npowers, which are preferred or limited as to their dividends or as to their\nallocable portion of the assets upon liquidation or which are redeemable at the\noption of the Corporation, shall have a statement of such restriction,\nlimitation, preference or redemption provision, or a summary thereof, plainly\nstated on the certificate.  If the Corporation has authority to issue stock of\nmore than one class, the certificate shall contain on the face or back a full\nstatement or summary of the designations and any preferences, conversion and\nother rights, voting powers, restrictions, limitations as to dividends and\nother distributions, qualifications and terms and conditions of redemption of\neach class of stock and, if the Corporation is authorized to issue any\npreferred or special class in series, the differences in the relative rights\nand preferences between the shares of each series to the extent they have been\nset and the authority of the Board of Directors to set the relative rights and\npreferences of subsequent series.  In lieu of such statement or summary, the\ncertificate may state that the Corporation will furnish a full statement of\nsuch information to any stockholder upon request and without charge.  If any\nclass of stock is restricted by the Corporation as to transferability, the\ncertificate shall contain a full statement of the restriction or state that the\nCorporation will furnish information about the restrictions to the stockholder\non request and without charge.\n\n                 SECTION 2.       TRANSFERS.  Upon surrender to the Corporation\nor the transfer agent of the Corporation of a stock certificate for stock duly\nendorsed or accompanied by proper evidence of succession, assignment or\nauthority to transfer, the Corporation shall issue a new certificate to the\nperson entitled thereto, cancel the old certificate and record the transaction\nupon its books.\n\n                 The Corporation shall be entitled to treat the holder of \nrecord of any share of stock as the holder in fact thereof and, accordingly, \nshall not be bound to recognize any equitable or other claim to or interest in\nsuch share or shares on the part of any other person, whether or not it shall \nhave express or other notice thereof, except as otherwise provided by the laws\nof the State of Maryland.\n\n\n\n\n\n                                     -12-\n\n                          Notwithstanding the foregoing, transfers of shares of \nany class of stock will be subject in all respects to the Charter of the \nCorporation and all of the terms and conditions contained therein.\n\n                 SECTION 3.       REPLACEMENT CERTIFICATE.  Any officer\ndesignated by the Board of Directors may direct a new certificate to be issued\nin place of any certificate previously issued by the Corporation alleged to\nhave been lost, stolen or destroyed upon the making of an affidavit of that\nfact by the person claiming the certificate to be lost, stolen or destroyed.\nWhen authorizing the issuance of a new certificate, the officer designated by\nthe Board of Directors may, in his discretion and as a condition precedent to\nthe issuance thereof, require the owner of such lost, stolen or destroyed\ncertificate or the owner's legal representative to advertise the same in such\nmanner as he shall require and\/or to give bond, with sufficient surety, to the\nCorporation to indemnify it against any loss or claim which may arise as a\nresult of the issuance of a new certificate.\n\n                 SECTION 4.       CLOSING OF TRANSFER BOOKS OR FIXING OF\nRECORD.  The Board of Directors may set, in advance, a record date for the\npurpose of determining stockholders entitled to notice of or to vote at any\nmeeting of stockholders or determining stockholders entitled to receive payment\nof any dividend or the allotment of any other rights, or in order to make a\ndetermination of stockholders for any other proper purpose.  such date, in any\ncase, shall not be prior to the close of business on the day the record date is\nfixed and shall be not more than 90 days and, in the case of a meeting of\nstockholders, not less than ten days, before the date on which the meeting or\nparticular action requiring such determination of stockholders is to be held or\ntaken.\n\n                          In lieu of fixing a record date, the Board of\nDirectors may provide that the stock transfer books shall be closed for a\nstated period but not longer than 20 days.  If the stock transfer books are\nclosed for the purpose of determining stockholders entitled to notice of or to\nvote at a meeting of stockholders, such books shall be closed for at least ten\ndays before the date of such meeting.\n\n                          If no record date is fixed and the stock transfer\nbooks are not closed for the determination of stockholders, (a) the record date\nfor the determination of stockholders entitled to notice of or to vote at a\nmeeting of stockholders shall be at the close of business on the day on which\nthe notice of meeting is mailed or the 30th day before the meeting, whichever\nis the closer date to the meeting; and (b) the record date for the\ndetermination of stockholders entitled to receive payment of a dividend or an\nallotment of any other rights shall be the close of business on the day on\nwhich the resolution of the directors, declaring the dividend or allotment of\nrights, is adopted.\n\n                          When a determination of stockholders entitled to vote\nat any meeting of stockholders has been made as provided in this section, such\ndetermination shall apply to any adjournment thereof, except where the\ndetermination has been made through the closing of the transfer books and the\nstated period of closing has expired.\n\n\n\n\n\n                                     -13-\n\n                 SECTION 5.       STOCK LEDGER.  The Corporation shall maintain\nat its principal office or at the office of its counsel, accountants or\ntransfer agent, an original or duplicate share ledger containing the name and\naddress of each stockholder and the number of shares of each class held by such\nstockholder.\n\n                 SECTION 6.       FRACTIONAL STOCK; ISSUANCE OF UNITS.  The\nBoard of Directors may issue fractional stock or provide for the issuance of\nscrip, all on such terms and under such conditions as they may determine.\nNotwithstanding any other provision of the Charter or these Bylaws, the Board\nof Directors may issue units consisting of different securities of the\nCorporation.  Any security issued in a unit shall have the same characteristics\nas any identical securities issued by the Corporation, except that the Board of\nDirectors may provide that for a specified period securities of the Corporation\nissued in such unit may be transferred on the books of the Corporation only in\nsuch unit.\n\n\n                                 ARTICLE VIII\n                                      \n                               ACCOUNTING YEAR\n\n                 The Board of Directors shall have the power, from time to\ntime, to fix the fiscal year of the Corporation by a duly adopted resolution.\n\n\n                                   ARTICLE IX\n\n                       DIVIDENDS AND OTHER DISTRIBUTIONS\n\n                 SECTION 1.       AUTHORIZATION.  Dividends and other\ndistributions upon the stock of the Corporation may be authorized and declared\nby the Board of Directors, subject to the provisions of law and the Charter of\nthe Corporation.  Dividends and other distributions may be paid in cash,\nproperty or stock of the Corporation, subject to the provisions of law and the\nCharter.\n\n                 SECTION 2.       CONTINGENCIES.  Before payment of any\ndividends or other distributions, there may be set aside out of any assets of\nthe Corporation available for dividends or other distributions such sum or sums\nas the Board of Directors may from time to time, in its absolute discretion,\nthink proper as a reserve fund for contingencies, for equalizing dividends or\nother distributions, for repairing or maintaining any property of the\nCorporation or for such other purpose as the Board of Directors shall determine\nto be in the best interest of the Corporation, and the Board of Directors may\nmodify or abolish any such reserve in the manner in which it was created.\n\n\n\n\n\n                                     -14-\n\n\n                                   ARTICLE X\n\n                               INVESTMENT POLICY\n\n                 Subject to the provisions of the Charter of the Corporation,\nthe Board of Directors may from time to time adopt, amend, revise or terminate\nany policy or policies with respect to investments by the Corporation as it\nshall deem appropriate in its sole discretion.\n\n\n                                   ARTICLE XI\n\n                                      SEAL\n\n                 SECTION 1.       SEAL.  The Board of Directors may authorize\nthe adoption of a seal by the Corporation.  The seal shall contain the name of\nthe Corporation and the year of its organization and the words 'Incorporated\nMaryland.' The Board of Directors may authorize one or more duplicate seals and\nprovide for the custody thereof.\n\n                 SECTION 2.       AFFIXING SEAL.  Whenever the Corporation is\nrequired to affix its seal to a document, it shall be sufficient to meet the\nrequirements of any law, rule or regulation relating to a seal to place the\nword '(SEAL)' adjacent to the signature of the person authorized to execute the\ndocument on behalf of the Corporation.\n\n\n                                 ARTICLE XII\n                                      \n                  INDEMNIFICATION AND ADVANCES FOR EXPENSES\n\n                 To the maximum extent permitted by Maryland law in effect from\ntime to time, the Corporation, without requiring a preliminary determination of\nthe ultimate entitlement to indemnification, shall indemnify and shall pay or\nreimburse reasonable expenses in advance of final disposition of a proceeding\nto (i) any individual who is a present or former director or officer of the\nCorporation and who is made a party to the proceeding by reason of his service\nin that capacity or (ii) any individual who, while a director of the\nCorporation and at the request of the Corporation, serves or has served another\ncorporation, partnership, joint venture, trust, employee benefit plan or any\nother enterprise as a director, officer, partner or trustee of such\ncorporation, partnership, joint venture, trust, employee benefit plan or other\nenterprise and who is made a party to the proceeding by reason of his service\nin that capacity. The Corporation may, with the approval of its Board of\nDirectors, provide such indemnification and advancement of expenses to a person\nwho served as a predecessor of the Corporation in any of the capacities\ndescribed in (i) or (ii) above and to any employee or agent of the Corporation\nor a predecessor of the Corporation.\n\n\n\n\n\n                                     -15-\n\n                 Neither the amendment nor repeal of this Article, nor the\nadoption or amendment of any other provision of the Bylaws or Charter of the\nCorporation inconsistent with this Article, shall apply to or affect in any\nrespect the applicability of the preceding paragraph with respect to any act or\nfailure to act which occurred prior to such amendment, repeal or adoption.\n\n\n                                 ARTICLE XIII\n\n                               WAIVER OF NOTICE\n\n                 Whenever any notice is required to be given pursuant to the\nCharter of the Corporation or these Bylaws or pursuant to applicable law, a\nwaiver thereof in writing, signed by the person or persons entitled to such\nnotice, whether before or after the time stated therein, shall be deemed\nequivalent to the giving of such notice. Neither the business to be transacted\nat nor the purpose of any meeting need be set forth in the waiver of notice,\nunless specifically required by statute.  The attendance of any person at any\nmeeting shall constitute a waiver of notice of such meeting, except where such\nperson attends a meeting for the express purpose of objecting to the\ntransaction of any business on the ground that the meeting is not lawfully\ncalled or convened.\n\n                                      \n                                 ARTICLE XIV\n                                      \n                             AMENDMENT OF BYLAWS\n\n                 The Board of Directors shall have the exclusive power to\nadopt, alter or repeal any provision of these Bylaws and to make new Bylaws.\n\n\n\n\n\n                                     -16-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9573,9574],"class_list":["post-41506","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41506","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41506"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41506"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41506"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41506"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}